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<SEC-DOCUMENT>0001081751-01-500049.txt : 20010426
<SEC-HEADER>0001081751-01-500049.hdr.sgml : 20010426
ACCESSION NUMBER:		0001081751-01-500049
CONFORMED SUBMISSION TYPE:	DEF 14A
PUBLIC DOCUMENT COUNT:		1
CONFORMED PERIOD OF REPORT:	20001231
FILED AS OF DATE:		20010425

FILER:

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			AMERICANA PUBLISHING INC
		CENTRAL INDEX KEY:			0001081751
		STANDARD INDUSTRIAL CLASSIFICATION:	MISCELLANEOUS PUBLISHING [2741]
		IRS NUMBER:				841453702
		STATE OF INCORPORATION:			CO
		FISCAL YEAR END:			1231

	FILING VALUES:
		FORM TYPE:		DEF 14A
		SEC ACT:		
		SEC FILE NUMBER:	000-25783
		FILM NUMBER:		1610438

	BUSINESS ADDRESS:	
		STREET 1:		303 SAN MATEO NE
		STREET 2:		SUITE 104A
		CITY:			ALBUQUERQUE
		STATE:			NM
		ZIP:			87108
		BUSINESS PHONE:		5052656121

	MAIL ADDRESS:	
		STREET 1:		303 SAN MATEO NE SUITE 104A
		CITY:			ALBUQUERQUE
		STATE:			NM
		ZIP:			87108
</SEC-HEADER>
<DOCUMENT>
<TYPE>DEF 14A
<SEQUENCE>1
<FILENAME>def14a.html
<DESCRIPTION>DEFENATIVE PROXY STATEMENT
<TEXT>

<HTML>
<HEAD>
<TITLE>EDGAR Ease 4.0a -- , ,  -- Complete View</TITLE>
</HEAD>
<BODY>
&lt;SUBMISSION-INFORMATION-FILE&gt;
&lt;TYPE&gt;                        DEF 14A
&lt;DOCUMENT-COUNT&gt;              1
&lt;SROS&gt;                        NONE
&lt;FILER&gt;
     &lt;CIK&gt;                    0001081751
     &lt;CCC&gt;                    #MD7FUEK
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&lt;PERIOD&gt;                      12/31/2000
&lt;DOCUMENT&gt;
     &lt;TYPE&gt;                   DEF 14A
&lt;TEXT&gt;                        None





                            Schedule 14A Information

                Proxy Statement Pursuant to Section 14(a) of the
                         Securities Exchange Act of 1934

Filed by the Registrant                         [x]
Filed by a Party other than the Registrant      [ ]

Check the appropriate box:

[ ]    Preliminary Proxy Statement
[ ]    Confidential, for Use of the Commission Only (as permitted by
         Rule 14a-6(e)(2)
[x]    Definitive Proxy Statement
[ ]    Definitive Additional Materials [ ]
[ ]    Soliciting Material Pursuant to Section 240.14a-11(c) or
         Section 240.14a-12

                           Americana Publishing, Inc.
                 ----------------------------------------------
                (Name of Registrant as Specified In Its Charter)

                                       N/A
     (Name of Person(s) Filing Proxy Statement if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):
[x] No fee required.
<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>[ ] Fee computed on table
below per Exchange Act Rules 14a-6(i) and 0-11. </FONT></P>

         1) Title of each class of securities to which transaction  applies:
         2) Aggregate number of securities to which transaction applies:
         3) Per unit price or other underlying  value of transaction  computed
<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0>
<TR VALIGN=TOP>
<TD WIDTH=15%>&nbsp;</TD>
<TD WIDTH=85%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>
pursuant
to Exchange Act Rule 0-11 (Set forth the amount on which the filing fee is
calculated and state how it was determined):</FONT></TD>
</TR>
</TABLE>
<BR>

         4) Proposed maximum aggregate value of transaction: 5) Total fee paid:

[  ] Fee Paid previously with preliminary materials.
<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0>
<TR VALIGN=TOP>
<TD WIDTH=5%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>[</FONT></TD>
<TD WIDTH=95%><FONT SIZE=3>
] Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number, or
the Form or Schedule and the date of its filing.</FONT></TD>
</TR>
</TABLE>
<BR>

         1)  Amount Previously Paid:
         2)  Form, Schedule or Registration Statement No.:
         3)  Filing Party:
         4)  Date Filed:






                    NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
                          To be held on April 29, 2001

TO ALL STOCKHOLDERS:

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>The Annual Meeting of
Stockholders of AMERICANA PUBLISHING, INC., will be held on the 29th day of
April, 2001 at 9:00 a.m., Mountain Standard time, at the corporate offices of
AMERICANA PUBLISHING, INC. located at 303 San Mateo NE, Suite 104A, Albuquerque
New Mexico 87108, for the following purposes, as described in the accompanying
Proxy Statement: </FONT></P>

     (1)      Election of five Directors
     (2)      Ratification of Selection of Independent Auditors
     (3)      Ratification AMERICANA PUBLISHING, INC., Stock Option Plan
     (4)      Other Matters To Come Before the Meeting

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Your
attention is directed to the Proxy Statement accompanying this Notice for a more
complete description of the matters to be acted upon at the meeting. </FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>The Board of Directors has
fixed the close of business on February 22, 2001 as the Record Date for the
determination of the Stockholders entitled to notice of, and to vote at, the
Annual Meeting or any adjournment thereof. </FONT></P>

                                              BY ORDER OF THE BOARD OF DIRECTORS

                                              George Lovato, Jr.
                                              President

Dated:

                       IMPORTANT - YOUR PROXY IS ENCLOSED

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>You are urged to sign,
date, and mail your proxy even through you may plan to attend the meeting.
Postage is required if mailed. If you attend the meeting, you may vote by proxy
or you may withdraw your proxy and vote in person. By returning your proxy
promptly, a quorum will be assured at the meeting, which will prevent costly
follow-up delays. The completed proxy must be received in the corporate office
by Monday, April 16, 2001. If your shares are held in street name by a
broker/dealer, your broker will supply you with a proxy to be returned to the
broker/dealer. It is important that your return the form to the broker/dealer as
quickly as possible so that the broker/dealer may vote your shares. You may not
vote your shares in person at the meeting unless you obtain a power of attorney
or legal proxy from the broker/dealer authorizing you to vote the shares and you
present this power of attorney or proxy at the meeting. </FONT></P>


                           AMERICANA PUBLISHING, INC.
                                PROXY STATEMENT

GENERAL

Introduction

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>This Proxy statement and
the accompanying Proxy are being mailed on or about March 19, 2001 to holders of
Common Stock (&#147;Common Stock&#148;) in connection with the solicitation of
proxies for the Annual Meeting of Stockholders of AMERICANA PUBLISHING, INC.
(hereinafter the &#147;Company&#148;), which will be held at 9:00 a.m., Mountain
Standard time on April 29, 2001 at the corporate offices of AMERICANA
PUBLISHING, INC. located at 303 San Mateo NE, Suite 104A, Albuquerque New Mexico
87108. The enclosed proxy is furnished by the Board of Directors and the
Management of the Company. Only Stockholders of record at the close of business
on February 22, 2001 with proxy executed, with shares represented will be voted
by the Directors&#146; Proxy Committee, consisting of George Lovato, Jr., Don
White and Jay Simon, in accordance with Stockholders&#146; directions. You are
urged to specify your choices by marking the appropriate boxes on the enclosed
proxy card. If the proxy is signed and returned without specifying choices, the
shares will be voted as recommended by the Directors. </FONT></P>

Number of Shares Outstanding and Voting

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>As of the close of business
on the Record Date, there were 9,925,396 shares of Common Stock of the Company,
$0.001 par value, issued and outstanding and entitled to vote. At the meeting,
holders of Common Stock shall be entitled to one vote per share on each matter
coming before the meeting, for an aggregate total of 9,925,396 votes. Provided a
quorum is present, Directors will be elected by a plurality vote. The
affirmative vote of the holders of a majority of the shares present in person or
represented by proxy will be required to ratify all other matters. Abstentions
will be counted toward the number of shares represented at the meeting. Broker
non-votes will be disregarded. </FONT></P>

Expenses of Solicitation

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>The Company will pay the
costs of such solicitation of proxies, including the cost of assembling and
mailing this Proxy Statement and the material enclosed herewith. In addition to
the use of the mails, proxies may be solicited personally, or by telephone or
telegraph, by corporate officers and some employees of the Company without
additional compensation. The Company intends to request brokers and banks
holding stock in their names, or in the names of nominees, to solicit proxies
from their customers who own such stock, where applicable, and will reimburse
them for their reasonable expenses of mailing proxy materials to their
customers. </FONT></P>

Revocation of Proxy

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Stockholders
who have executed and delivered proxies pursuant to this solicitation may revoke
them at any time before they are exercised by delivering a written notice to the
Secretary of the Company either at the Annual Meeting or, prior to the meeting
date, at the Company&#146;s offices at 303 San Mateo, NE Suite 104A,
Albuquerque, New Mexico 87108, by executing and delivering a later dated proxy,
or by attending the meeting and voting in person. </FONT></P>

                                     * * * *

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Your
vote is important. Accordingly, you are urged to sign and return the
accompanying proxy card whether or not you plan to attend the meeting. </FONT></P>


                              ELECTION OF DIRECTORS
                             (Item A on Proxy Card)

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>The Board unanimously
recommends that Stockholders vote FOR, and the Directors&#146; Proxy Committee
intends to vote FOR, the election of the five nominees listed on the Proxy Card,
and further described in the following pages, unless otherwise instructed on the
Proxy Card. If you do not wish your shares to be voted for a particular nominee,
please so indicate in the space provided on the Proxy Card. Directors elected at
the Meeting will hold office until the next Annual Meeting or until their
successors have been elected and qualified. No vote is required for or against
the Advisor of the Board, however, their disclosure on this Proxy Statement is
only a matter of record. </FONT></P>

                                   MANAGEMENT

Directors and Executive Officers

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The
following table sets forth the names and ages of the Company&#146;s Directors
and executive officers and the positions they hold with the Company and advisors
to the Board. </FONT></P>

Name                             Age          Position
- ----                             ---          --------

George Lovato, Jr.                43          CEO/Chairman/President
Don White                         49          Director/Vice President
David Poling                      72          Director/Vice President
Jay Simon                         42          Director/Secretary/Treasurer
Jerome Ruther                     67          Director

Advisors to the Board
Lowell S. Fixler                  67          Advisor to the Board
Philippe de La Chapelle           59          Advisor to the Board
Stedman Walker, Ltd.              N/A         Advisor to the Board/Consultant

George  Lovato,  Jr.

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>Mr. Lovato is founder and
has been a Director and Chairman and President since inception, and has
extensive management experience with startup companies, corporate finance,
computer system and software development, international trade and relations,
strategic planning, and sales and marketing development over the last 15 years.
He has been employed by and associated with companies engaged in business
management, public relations, advertising, corporate finance, agriculture,
automotive industry consulting, travel, auto rental and leasing, and insurance. </FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>Mr. Lovato was educated in
New Mexico and has founded and developed several nationally recognized companies
ranging from local financial firms such as CEO and President of TRVLSYS, Inc. to
international travel and communications-related businesses. His expertise in
marketing, management and corporate finance, in addition to numerous
international contacts, coupled with his service on the Governor Business
Advisory Board of New Mexico, offer a diverse alternative resource not often
found in the marketplace. His accomplishments have been featured in several
national publications and books such as Venture, Inc., The Wall Street Journal,
New Mexico Business Journal, The New Mexico Experience. He devotes substantially
full time necessary to the management and general affairs of AMERICANA. Mr.
Lovato is the principal and sole owner of B. H. Capital Limited, a successful 14
year old Merchant Banking and corporate finance consulting enterprise, located
in Albuquerque, New Mexico with branch offices in Denver, Colorado and Houston,
Texas. </FONT></P>


Don White

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>Mr. White is a
Director/Vice President of Americana, and is a CPA in Houston, Texas, and has
operated a successful accounting practice for over 20 years. Mr. White was
educated at Sam Houston State University and received his degree in accounting
in 1972. Mr. White has broad expertise in the development of market value
financial statements. He currently advises the company on general financial
matters and corporate development and oversees the audit and acquisition
committee. Mr. White will fulfill the duties and responsibilities of the Chief
Financial Officer of AMERICANA when it requires his expertise. He devotes 20 to
40 hours per month to oversee the audit and acquisition committees and general
management affairs of AMERICANA. Mr. White has served on the board as director
and vice president since inception of the company, April 17,1997 and serve on
the board for a period of one year until otherwise re-elected at the next annual
shareholders meeting. </FONT></P>

Dr. David Poling

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>Chairman, Sierra Publishing
Group. Author of a dozen books; nationally syndicated columnist, 600 newspapers.
As New York publisher headed The Christian Herald, half million monthly
circulation. Also, President of the Family Bookshelf, largest religious book
club in the U.S. Poling, a Presbyterian clergyman educated at College of
Wooster, Ohio and Yale University. Special interests: ecumenical, inter-faith
expressions of life. He devotes 20 to 40 hours per month to oversee the
acquisition committee and general management affairs of AMERICANA and is also
Director/Vice President of AMERICANA. Dr. Poling has served on the board as
director and vice president since inception of the company, April 17,1997 and
serve on the board for a period of one year until otherwise re-elected at the
next annual shareholders meeting. </FONT></P>

Jay Simon

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>Mr. Simon is currently
employed as Director/Syncor oversees the Caribbean, Latin America and South
Africa of Syncor International Corporation, one of the worlds largest nuclear
pharmaceutical companies. His duties with Syncor International Corporation
involve international business development. Mr. Simon advises the management on
corporate finance matters and international circulation and acquisition
development and is Secretary/Treasurer and Director of AMERICANA. Mr. Simon has
served on the board as director and secretary/treasurer since inception of the
company, April 17,1997 and serve on the board for a period of one year until
otherwise re-elected at the next annual shareholders meeting. </FONT></P>

Jeome Ruther

Mr.  Ruther  graduated  from  Northwestern  University  in 1954 with a degree in
accounting.  Later Mr. Ruther  attended  Northeastern  University Law School and
graduated with juris doctorate and practiced law for approximately 20 years. Mr.
Ruther was involved in various media business,  real estate developments and was
a controlling  shareholder of Sunset  Productions,  Inc.,  audio book production
company.

Advisor to the Board of Directors Lowell S. Fixler

Mr.  Fixler  graduated  from  Northwestern  University  in 1954.  Mr. Fixler was
president and  controlling  shareholder in  Needlecraft  Corporation of America.
Needlecraft  was later  purchased  by Quaker  Oats Co.,  and Mr.  Fixler was the
president of the division.  Mr. Fixler has been an investor in various  start-up
companies  and has been an investor in numerous  business  enterprises  over his
lifetime.


Advisor to the Board of Directors is Philippe de La Chapelle

Mr. de La Chapelle  formally Managing Director of Hill Thompson Capital Markets,
Inc., an investment banking firm founded in 1932. De La Chepelle concentrates on
business  development of U.S. and offshore  corporate finance  opportunities.  A
graduate of Georgetown Law School,  he has been  international  counsel for W.R.
Grace &amp; Co. Currently, he is Executive Vice President of Warnaco.

Advisor to the Board of Directors Stedman Walker, Ltd.

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>Stedman Walker, Ltd. is a
corporate finance and investor relations consulting firm with over 50 years of
combined experience in these fields. The principals of this firm have served a
variety of clientele from a variety of different industries. </FONT></P>

Audit  Committee  - The  audit  committee  was  formed  in March of 1999.  It is
comprised  of Mr.  Lovato,  Mr. White and Mr.  Simon.  The function of the Audit
Committee is to recommend the appointment of the Company's independent auditors,
determine the scope of the annual audit to be made,  review the  conclusions  of
such auditors and report the findings and recommendations  thereof to the Board,
review the Company's  auditors the adequacy of the Company's  system of internal
controls and  procedures  and the role of management  in  connection  therewith,
oversee litigation in which the Company is involved, review transactions between
the Company and its officers, directors and principal stockholders,  monitor the
Company's  practices  and programs  with respect to public  interest  issues and
perform such other duties and undertake such other responsibilities as the Board
from time to time may determine.

Compensation Committee - The compensation committee was formed in March of 1999.
It is  comprised  of Mr.  Lovato,  Mr.  White,  Mr.  Poling and Mr.  Simon.  The
Compensation  Committee  exercises the authority of the Board of Directors  with
respect to reviewing and determining compensation,  non-cash perquisites and all
other  benefits  granted to the principal  officers of the Company which are not
available to other  employees,  authorizing  payment of bonuses  otherwise  than
under an employee benefit plan and authorization,  establishment and maintenance
of all employee stock option plans.

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>The Company currently has
no standing Nominating Committee. </FONT></P>

Acquisition  Committee - The acquisition  committee was formed in March of 1999.
This committee is comprised of Mr. White, Mr. Poling and Mr. Lovato. The purpose
of this  committee  is to  evaluate  various  acquisition  opportunities  and to
negotiate terms of such in reasonable, beneficial and in a timely manner.

Security Ownership and Management and Others

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>The following table sets
forth, as of December 31, 2000, information as to the beneficial ownership of
the Company&#146;s common stock by (i) each person known to the Company as
having beneficial ownership of more than 5% of the Company&#146;s Common Stock,
(ii) each &#147;named executive officer&#148; as defined in Item 402(a) (3) of
Regulation S-K under the Securities Exchange Act of 1934, and (iii) all
Directors and executive officers of the Company as a group. </FONT></P>


                                                                        Shares
                                                                    Beneficially
 Name and Address                   Title             Amount         Owned % of
 of Beneficial Owner               of Class           Owned             Class
- --------------------------------------------------------------------------------

George Lovato, Jr.                 Common             2,554,000          33%
12310 Claremont NE
Albuquerque, NM  87112

Don White                          Common               860,000          11%
8106 Devonwood
Houston, TX  77070

Jay Simon                          Common               100,000         1.3%
5528 E. Cheryl Drive
Paradise Valley, AZ  85253

David Poling                       Common               555,000         7.1%
3616 San Rio Place NW
Albuquerque, NM  87107

Lowell Fixler                      Common             1,395,000          18%
1081 Sheridan Rd.
Highland Park, IL  60035


Jerome Ruther                      Common               345,000           4%
1208 N. Summit Drive
Santa Fe, NM  87501

Total Shares of Officers                            5,809,000          74.4%
and Directors as a Group

                              EXECUTIVE COMPENSATION

Compensation For Officers and Directors

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>The following table sets
forth the annual and long-term compensation attributable for services rendered
in the fiscal year 2000 to Mr. Lovato, Directors and affilates where applicable. </FONT></P>

<PRE>

                                                SUMMARY COMPENSATION TABLE

                                                                  LONG TERM COMPENSATION
                     ANNUAL COMPENSATION                          AWARDS                    PAYOUTS

         (a)             (b)      (c)        (d)        (e)         (f)         (g)         (h)       (i)

                                                       Other       Rest-       Secur-                 All
        Name                                          Annual      ricted       ities
        Other
         And                                          Compen       Stock     Underlying    LTIP      Other
      Principal                  Salary     Bonus     sation     Award(s)     options     Payouts    Compen
      Position          Year      ($)        ($)        ($)         ($)                   SAR(#)     sation
- ------------------------------------------------------------------------------------------------------------


    George Lovato       1997       0          0          0         1,950         0           0         0
    CEO/Director        1998       0          0          0        285,913        0           0         0
                        1999     81,000       0          0           0           0           0         0
                        2000    149,000       0          0        550,000        0           0         0

      Jay Simon         1997       0          0          0           0           0           0         0
Sec/Treasurer/Director  1998       0          0          0         8,750         0           0         0
                        1999       0          0          0           0           0           0         0
                        2000       0          0          0        50,000         0           0         0


    David Poling        1997       0          0          0           0           0           0         0
        Vice            1998       0          0          0        17,500         0           0         0
 President/Director     1999       0          0          0        75,000         0           0         0
                        2000       0          0          0       150,000         0           0         0

   Jerome Ruther        2000    27,500        0          0        45,000         0           0         0
      Director

      Don White         1997       0          0          0           0           0           0         0
        Vice            1998       0          0          0        52,500         0           0         0
 President/Director     1999     10,750       0          0        200,000        0           0         0
                        2000     39,244.34    0          0        550,000        0           0         0
</PRE>

Employment Contract

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>On January 1, 1999, the
Company entered into an employment agreement with its chairman and majority
stockholder. Under the terms of the one year agreement, which shall be
automatically be renewed for a period of three years provided that either party
has not elected to terminate the agreement as provided for therein, the employee
shall receive a salary of $250,000 per year or 5% of gross revenue of the
Company, whichever is greater. The Company may not terminate the agreement for
any reason as it relates to the employee&#146;s disability, illness or
incapacity. Should the employee die during the term of employment, the Company
shall pay the employee&#146;s estate $500,000 in fifty monthly installments of
$10,000. Subject to certain events, including the sale of substantially all of
the Company&#146;s assets to a single purchaser and bankruptcy, among others,
the Company may terminate the agreement upon 90 days written notice and pay the
employee $500,000 in twelve consecutive monthly installments. With cause, the
Company may terminate the agreement with twelve months written notice. During
the notice period, the employee shall be paid full compensation and, receive a
severance allowance of $250,000 in twelve consecutive monthly installments
beginning on the date of termination. Without cause, the employee may terminate
employment upon twelve months written notice to the Company. </FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>Employee may be required to
perform his duties and will be paid the full compensation described herein up to
the termination date and shall receive a severance allowance of $250,000 which
shall be made in twelve equal and consecutive monthly installments beginning on
the date of termination. Due to the Company&#146;s limited liquidity, the
employee has waived compensation of $148,000 for the fiscal year 1999 and
$101,000 for the fiscal year 2000. This compensation was treated as a capital
contribution. </FONT></P>

STOCK OPTIONS

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>In 1998 stock options were
issued to five directors, each received a 300,000 options exercisable for a
period of 3 years, expiring January 1, 2002. The option price is as follows,
1998-$.10, 1999-$.20, and 2000-$.30. </FONT></P>

All Directors/Advisors/Employees

George Lovato, Jr.              300,000
Marjorie Lovato                 300,000
David Poling                    300,000
Jay Simon                       300,000
Don White                       200,000
Stedman Walker, Ltd.            150,000
Sarah Moyers                    100,000
Alex Cherepkahov                 50,000
                                -------
Total                         1,700,000

CERTAIN TRANSACTIONS

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>AMERICANA has executed a
Corporate Finance Consulting Agreement with B. H. Capital Limited as of January
1, 1999. This agreement calls for among other things for a 1% success fee to be
paid by AMERICANA to B. H. Capital Limited of the gross amount of financing for
a period of five years. This transaction was approved by the board of directors
and was considered to be within fair standards, which would be offered to or by
any third party in an arms length transaction. </FONT></P>


AMERICANA will also pay B. H. Capital Limited a $3,000.00  monthly  facility use
fee for use of B. H. Capital Limited's office,  personnel,  and facilities for a
period of five years.

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>The Directors of AMERICANA
have each been issued stock option agreements dated January 1, 1999 that allows
for the purchase of 300,000 shares of stock over a period of three years. Should
the purchase be exercised by December 31, 1999, the cost per share is $.10
cents; by December 31, 2000, $.20 cents; and by December 31, 2001, $.30 cents.
The directors may purchase all or a portion of the shares at any time in any of
the denomination described therein. Directors also are allowed out-of-pocket
expenses reimbursements of up to $400.00 per meeting. Similar stock options have
been issued and or outstanding to Stedman Walker, Ltd., and Mr. Cherepkahov. </FONT></P>

Mr. Lovato  contributed all of the assets of AMERICANA and provided services and
use of the B. H. Capital  Limited  facility  and paid  certain cash  expenses on
behalf of AMERICANA for a period of eighteen months in exchange for common stock
in AMERICANA.  Mr. Lovato provided a total of $71,309 in cash and equipment.  In
addition,  he provided $287,863 worth of services and received  2,000,000 shares
covering the period from inception to December 31, 1998.

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>A poison pill is also
incorporated into the option agreement, whereby all the directors may purchase
300,000 additional shares for $1.00 should any of the following occur: </FONT></P>

     a)   The sale of substantially all of the Company's assets to a single
          purchaser or group of associated purchasers; or
     b)   The purchase of substantially all of the Company's issued and
          outstanding stock in an effort to take the Company Private; or
<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0>
<TR VALIGN=TOP>
<TD WIDTH=5%><FONT SIZE=3></FONT></TD>
<TD WIDTH=5%><FONT SIZE=3>c)</FONT></TD>
<TD WIDTH=90%><FONT SIZE=3>
The attempt by an individual or associated group of individuals or corporation
or entity to purchase stock in the Company for the purposes of a hostile take
over; or</FONT></TD>
</TR>
</TABLE>
<BR>

     d)   The sale, exchange, or other disposition, in one transaction of the
          majority of the Company's outstanding corporate shares; or
     e)   The Company's decision to terminate its business and liquidate its
          assets; or
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<TR VALIGN=TOP>
<TD WIDTH=5%><FONT SIZE=3></FONT></TD>
<TD WIDTH=5%><FONT SIZE=3>f)</FONT></TD>
<TD WIDTH=90%><FONT SIZE=3>
The merger or consolidation of the Company with another company where by the
directors of the Company as a whole are no longer majority shareholders.</FONT></TD>
</TR>
</TABLE>
<BR>

AMERICANA  hired  additional  personnel,  which  includes  Mr. Don White and Mr.
Jerome  Ruther  and  these  employment  agreements  are  similar  to that of Mr.
Lovato's.

Compensation of Directors

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>The Directors are allowed
reimbursement of out of pocket and travel expenses. Certain stock options were
issued in 1998 in consideration for services provided as Director. Currently no
cash compensation is paid to any Director or advisor to the board for duties as
director or meeting attendance. </FONT></P>

Compliance with Section 16(a) of the Securities Exchange Act of 1934

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>Section 16(a) of the
Securities Exchange Act of 1934 requires the Company directors, officers and
holders or more than 10% of the Company&#146;s Common Stock to file with the
Securities and Exchange commission initial reports of ownership and reports of
changes in ownership of Common Stock and any other equity securities of the
Company. To the Company&#146;s knowledge, based solely upon a review of the
forms, reports and certificates filed with the Company by such persons, all such
Section 16(a) filing requirements were complied with by such persons in 2000 </FONT></P>


                RATIFICAITON OF SELECTION OF INDEPENDENT AUDITORS
                             (Item B on Proxy Card)

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>The appointment of
Null-Lairson, PC, CPA&#146;s as the auditors for 2000 and 2001. </FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>The Board recommends that
Stockholders vote FOR, and the Directors&#146; Proxy Committee intends to vote
FOR ratification, unless otherwise instructed on the Proxy Card. Null-Lairson,
PC, CPA&#146;s, has been selected in that the Company&#146;s previous auditor,
David Blomstrom &amp; Co. merged with Null-Lairson, PC, CPA&#146;s during the
last calendar year. If the Stockholders do not ratify this selection, other
independent auditors will be appointed by the Board upon recommendation of the
Audit Committee. </FONT></P>

        RATIFICATION OF THE AMERICANA PUBLISHING, INC. STOCK OPTION PLAN
                             (Item C on Proxy Card)

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>The Board recommends that
Stockholders vote FOR, and the Directors&#146; Proxy Committee intends to vote
FOR ratification, unless otherwise insturcted on the Proxy Card. Directors, in
accordance with the resolution of the shareholders passed at the March 24, 2000,
Annual Shareholders Meeting, prepared a Stock Option Plan consisting of
5,000,000 shares, which are registered with the Securities and Exchange
Commission by submission of Form S-8 regarding the Plan on October 19, 2000. A
copy of the Plan and the Form S-8 submission is attached to this notice for
information purposes. </FONT></P>


                           Americana Publishing, Inc.
                The Board of Directors solicits this Proxy for an
          Annual Meeting of Shareholders to be held on April 29, 2001.


<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>The undersigned hereby
constitutes and appoints George Lovato, Jr. with full power of substitution and
revocation, the true and lawful attorney and proxy of the undersigned at the
Annual Meeting of Shareholders (the &#147;Meeting&#148;) of Americana
Publishing, Inc. (the &#147;Company&#148;) to be held April 29, 2001 at 9:00
a.m. Mountain Standard Time at the corporate offices of AMERICANA PUBLISHING,
INC. located at 303 San Mateo NE, Suite 104A, Albuquerque New Mexico 87108, or
any adjournment thereof, to vote the shares of Common Stock of the Company
standing in the name of the undersigned on the books of the Company, or such
shares of Common Stock of the Company as the undersigned may otherwise be
entitled to vote on the record date for Meeting with all powers the undersigned
would posses if personally present of the Meeting, with respect to the matters
set forth below and described in the Notice of the Annual Meeting of
Shareholders dated March 19, 2001, and the accompanying Proxy Statement of the
Company. </FONT></P>

- --------------------------------------------------------------------------------
A.   Election of the Board Of Directors         For all nominees listed below
     until the next Annual Shareholders       (Except as marked to the contrary)
     Meeting
- --------------------------------------------------------------------------------
                                    Vote For Nominee        Vote Against Nominee
       1.  George Lovato, Jr.           [  ]                       [  ]
       2.  Don White                    [  ]                       [  ]
       3.  David Poling                 [  ]                       [  ]
       4.  Jay Simon                    [  ]                       [  ]
       5.  Jerome Ruther                [  ]                       [  ]
- --------------------------------------------------------------------------------

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>Support the Board of
Directors of Americana Publishing, Inc. by approving the re-election of George
Lovato, Jr., Don White, David Poling and Jay Simon and the election of Jerome
Ruther (appainted to fill the vacancy caused by Marjorie Lovato&#146;s
resignation) to the board for the following years term. </FONT></P>

<PRE>

- ---------------------------------------------------------------------------------------------------------------------------

B. Ratify the appointment of Null-Lairson, PC, CPA's   For the              Withhold authority to         Abstain vote for
   as the Company's independent Auditors for           Proposal.            vote for the proposal         the proposal
   fiscal years ending December 2000 and 2001.                              listed below.                 listed below.
- ---------------------------------------------------------------------------------------------------------------------------
</PRE>
<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>Approve management&#146;s
selection of Null-Lairson, PC, CPA&#146;s as the Company&#146;s independent
Auditors for the fiscal years ending December 31, 2000 and 2001 as a result of
the merger of Null-Lairson, PC, CPS&#146;s with David Blomstrom and Co., the
Company&#146;s pervious auditors. </FONT></P>

- --------------------------------------------------------------------------------
C. Ratify the  institution  of a Stock  Option Plan by the Company to  maintain,
attract and recruit  competent  employees,  professionals  and  officers for the
Company.

- --------------------------------------------------------------------------------

           [  ]      For the proposal listed below.

           [  ]      Withheld authority to vote for the proposal listed below.

           [  ]      Abstain vote for the proposal listed below.
- --------------------------------------- ----- ----------------------------------

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>Approve management&#146;s
creation and institution of the Stock Option Plan consisting of 5,000,000 shares
of stock in the Company registered with the Securities and Exchange Commission
by submission of Form S-8 on October 19, 2000, in accoardance with resolution of
the shareholders at the Annual Shareholders Meeting held March 24, 2001. </FONT></P>


<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>IN THEIR DISCRETION THE
PROXIES ARE AUTHORIZED TO VOTE UPON SUCH OTHER BUSINESS THAT MAY PROPERLY COME
BEFORE THE MEETING. </FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>THE BOARD OF DIRECTORS
RECOMMENDS A VOTE FOR ALL PROPOSALS LISTED. IF NO DIRECTIONS ARE GIVEN BY THE
PERSON(S) EXECUTING THIS PROXY, THE SHARES WILL BE VOTED IN FAVOR OF ALL LISTED
PROPOSALS. </FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>THIS PROXY WHEN PROPERLY
EXECUTED WILL BE VOTED IN THE MANNER DIRECTED HEREIN BY THE UNDERSIGNED
STOCKHOLDER, UNLESS OTHERWISE SPECIFIED, THE SHARES WILL BE VOTED FOR PROPOSALS
A, B and C. </FONT></P>

Dated:                              , 2001
       ---------------------------


- ------------------------------------------
Shareholder Signature


- ------------------------------------------
Shareholder Signature
                                           -------------------------------------
                                           Number of Shares Voted By Shareholder

PLEASE SIGN AND RETURN TO THE ADDRESSEE IN THE ENCLOSED STAMPED ENVELOPE.

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>Please sign exactly as your
name appears on the shareholder records of the Company. If shares are held in
the names of more than one person, each joint holder should sign. Executors,
administrators, trustees, guardians and attorneys should indicate the respective
capacities in which they sign. Attorneys should submit a Power of Attorney. </FONT></P>

                              SHAREHOLDER PROPOSALS

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>Shareholders who wish to
present proposals for action at the 2002 Annual Meeting of Shareholders should
submit their proposals in writing to the Secretary of the Company at the address
of the Company set forth on the first page of this Informative/Proxy Statement.
The Secretary must receive proposals no later than December 31, 2001, for
inclusion in next year&#146;s proxy statement. </FONT></P>

                                          BY THE ORDER OF THE BOARD
                                          OF DIRECTORS:



                                          George Lovato, Jr.
                                          President and Chairman of the Board

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